AMENDMENT NO. 5 TO THE SUBADVISORY AGREEMENT
Exhibit 28(d)(xxiv)
This AMENDMENT NO. 5 TO THE SUBADVISORY AGREEMENT is effective as of October 1, 2009, by and
between SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser”), and JANUS
CAPITAL MANAGEMENT LLC, a Delaware limited liability company (the “Subadviser”).
W I T N E S S E T H:
WHEREAS, the Adviser and Seasons Series Trust, a Massachusetts business trust (the “Trust”),
have entered into an Investment Advisory and Management Agreement dated as of January 1, 1999, as
amended from time to time (the “Advisory Agreement”), pursuant to which the Adviser has agreed to
provide investment management, advisory and administrative services to the Trust, and pursuant to
which the Adviser may delegate one or more of its duties to a subadviser pursuant to a written
subadvisory agreement;
WHEREAS, the Adviser and the Subadviser are parties to a Subadvisory Agreement dated April 3,
2002, as amended December 2, 2002, February 14, 2005, October 2, 2007 and July 20, 2009 (the
“Subadvisory Agreement”), pursuant to which the Subadviser furnishes investment advisory services
to certain series (the “Portfolios”) of the Trust, as listed on Schedule A of the Subadvisory
Agreement;
WHEREAS, the parties wish to amend the Subadvisory Agreement as set forth below; and
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:
1. Schedule A to the Subadvisory Agreement is hereby amended to reflect the amended fees
with respect to the Seasons Series Trust Multi-Managed Growth, Multi-Managed Moderate
Growth, Multi-Managed Income/Equity, Multi-Managed Income and Large Cap Growth Portfolios.
The revised Schedule A is also attached hereto.
| Fee Rate | ||
| (as a percentage of the average | ||
| daily net assets the Subadviser | ||
| Portfolio(s) | manages in the portfolio) | |
Multi-Managed Growth Portfolio
|
[OMITTED] | |
Multi-Managed Moderate Growth Portfolio
|
[OMITTED] | |
Multi-Managed Income/Equity Portfolio
|
[OMITTED] | |
Multi-Managed Income Portfolio
|
[OMITTED] |
Large Cap Growth Portfolio
|
[OMITTED] |
2. Counterparts. This Amendment may be executed in two or more counterparts, each of
which shall be an original and all of which together shall constitute one instrument.
3. Full Force and Effect. Except as expressly supplemented, amended or consented to
hereby, all of the representations, warranties, terms, covenants, and conditions of the
Subadvisory Agreement shall remain unchanged and shall continue to be in full force and
effect.
4. Miscellaneous. Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Subadvisory Agreement.
2
IN WITNESS WHEREOF, the parties have caused their respective duly authorized officers to
execute this Agreement as of the date first above written.
| SUNAMERICA ASSET MANAGEMENT CORP. | ||||||
| By: Name: |
/s/ XXXXX X. XXXXXXX
|
|||||
| Title: | President & CEO | |||||
| JANUS CAPITAL MANAGEMENT LLC | ||||||
| By: Name: |
/s/ XXXXXXX X. XXXXXXX
|
|||||
| Title: | Senior Vice President | |||||
3
